11-9-105. Control of electronic copy of record evidencing chattel paper.

General rule: control of electronic copy of record evidencing chattel paper. A purchaser has control of an authoritative electronic copy of a record evidencing chattel paper if a system employed for evidencing the assignment of interests in the chattel paper reliably establishes the purchaser as the person to which the authoritative electronic copy was assigned.#

Single authoritative copy. A system satisfies subsection (a) of this Code section if the record or records evidencing the chattel paper are created, stored, and assigned in a manner that:#

1. (1)

   A single authoritative copy of the record or records exists which is unique, identifiable, and, except as otherwise provided in paragraphs (4), (5), and (6) of this subsection, unalterable;#

2. (2)

   The authoritative copy identifies the purchaser as the assignee of the record or records;#

3. (3)

   The authoritative copy is communicated to and maintained by the purchaser or its designated custodian;#

4. (4)

   Copies or amendments that add or change an identified assignee of the authoritative copy can be made only with the consent of the purchaser;#

5. (5)

   Each copy of the authoritative copy and any copy of a copy is readily identifiable as a copy that is not the authoritative copy; and#

6. (6)

   Any amendment of the authoritative copy is readily identifiable as authorized or unauthorized.#

One or more authoritative copies. A system satisfies subsection (a) of this Code section, and a purchaser has control of an authoritative electronic copy of a record evidencing chattel paper, if the electronic copy, a record attached to or logically associated with the electronic copy, or a system in which the electronic copy is recorded:#

1. (1)

   Enables the purchaser readily to identify each electronic copy as either an authoritative copy or a nonauthoritative copy;#

2. (2)

   Enables the purchaser readily to identify itself in any way, including by name, identifying number, cryptographic key, office, or account number, as the assignee of the authoritative electronic copy; and#

3. (3)

   Gives the purchaser exclusive power, subject to subsection (d) of this Code section, to:#

   1. (A)

      Prevent others from adding or changing an identified assignee of the authoritative electronic copy; and#

   2. (B)

      Transfer control of the authoritative electronic copy.#

Meaning of exclusive. Subject to subsection (e) of this Code section, a power is exclusive under subparagraphs (c)(3)(A) and (c)(3)(B) of this Code section even if:#

1. (1)

   The authoritative electronic copy, a record attached to or logically associated with the authoritative electronic copy, or a system in which the authoritative electronic copy is recorded limits the use of the authoritative electronic copy or has a protocol programmed to cause a change, including a transfer or loss of control; or#

2. (2)

   The power is shared with another person.#

When power not shared with another person. A power of a purchaser is not shared with another person under paragraph (2) of subsection (d) of this Code section and the purchaser’s power is not exclusive if:#

1. (1)

   The purchaser can exercise the power only if the power also is exercised by the other person; and#

2. (2)

   The other person:#

   1. (A)

      Can exercise the power without exercise of the power by the purchaser; or#

   2. (B)

      Is the transferor to the purchaser of an interest in the chattel paper.#

Presumption of exclusivity of certain powers. If a purchaser has the powers specified in subparagraphs (c)(3)(A) and (c)(3)(B) of this Code section, the powers are presumed to be exclusive.#

Obtaining control through another person. A purchaser has control of an authoritative electronic copy of a record evidencing chattel paper if another person, other than the transferor to the purchaser of an interest in the chattel paper:#

1. (1)

   Has control of the authoritative electronic copy and acknowledges that it has control on behalf of the purchaser; or#

2. (2)

   Obtains control of the authoritative electronic copy after having acknowledged that it will obtain control of the electronic copy on behalf of the purchaser.#